ODC Oil-Dri Corp of America - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Second Amendment to the 2005 Deferred Compensation Plan

On April 3, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Oil-Dri Corporation of America (the “Company”) approved the second amendment (the “Second Amendment”) to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (the “Deferred Compensation Plan”), in which the Company’s executive officers and other senior managers are eligible to participate. The Second Amendment, among other things, (i) amends the definition of “Eligible Employee or Director” to better align with the Company’s current salary grade structure, (ii) amends the definition of “Separation from Service” to clarify the factors that qualify as a termination of employment for an employee reducing their level of services to the Company, and (iii) adjusts the process for crediting Earnings (as defined in the Deferred Compensation Plan) from annually to at least quarterly. The foregoing description is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended Forms of Restricted Stock Agreements

On April 3, 2026, the Compensation Committee also approved the following amended forms of agreements that the Company will use from time to time in making restricted stock awards to its employees or directors pursuant to the Oil-Dri Corporation of America 2006 Long-Term Incentive Plan: (i) form of employee restricted stock agreement for Class A Common Stock, par value $0.10 per share; (ii) form of employee restricted stock agreement for Common Stock, par value $0.10 per share (“Common Stock”); (iii) form of employee restricted stock agreement for Class B Stock, par value $0.10 per share; and (iv) form of director restricted stock agreement for Common Stock. These amended forms of restricted stock agreements better align with current Company practices, and replace the current forms of restricted stock agreement which were filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended July 31, 2025. Copies of these documents are filed as Exhibits 10.2 through 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description of Exhibits

10.1

Second Amendment, effective April 3, 2026, to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008).

10.2

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class A Common Stock.

10.3

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Common Stock.

10.4

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class B Stock.

10.5

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Director Restricted Stock Agreement for Common Stock.

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